Lumina Gold Announces Mailing of Information Circular

Lumina Gold Announces Mailing of Information Circular

Lumina Gold Corp. (TSXV: LUM) (OTCQB: LMGDF) (the "Company" or "Lumina") is pleased to announce that, in connection with the proposed arrangement (the " Arrangement ") of the Company with CMOC Singapore Pte. Ltd. (the " Purchaser ") and 1536188 B .C. Ltd. (" AcquireCo "), as previously jointly announced on April 21, 2025 the Company has called a special meeting (the " Meeting ") of holders (" Shareholders ") of common shares of the Company (" Shares "), holders of options of the Company (" Optionholders ") and holders of restricted share units of the Company (the " RSU Holders " and together with the Shareholders and Optionholders, the " Securityholders ") to consider the Arrangement and has completed the mailing of the notice of meeting, information circular and related proxy materials (collectively, the " Meeting Materials ") to the Securityholders.

Lumina Gold Logo (CNW Group/Lumina Gold Corp.)

The Meeting to vote on the Arrangement will be held at 10:00 a.m. ( Vancouver time) on June 16, 2025 , at 1200 Waterfront Centre, 200 Burrard Street, Vancouver, British Columbia . Securityholders are urged to carefully review the Meeting Materials as they contain important information regarding the Arrangement and the rights and entitlements of the Securityholders in connection therewith. The Meeting Materials are also available on the Company's SEDAR+ profile at www.sedarplus.ca .

After consultation with its financial and legal advisors, and following the unanimous recommendation of a special committee of independent directors, the board of directors of Lumina (the " Lumina Board ") unanimously determined the Arrangement is fair to Shareholders, is in the best interest of Lumina and approved the entering into of the Arrangement. The Lumina Board unanimously recommends that Securityholders vote FOR the special resolution to approve the Arrangement at the Meeting.

To become effective, the Arrangement must be approved at the Meeting by at least: (i) 66 2 / 3 % of the votes cast by the Shareholders present in person or by proxy and entitled to vote at the Meeting; (ii) 66 2 / 3 % of the votes cast by the Shareholders, the Optionholders and the RSU Holders, voting as a single class, present in person or by proxy and entitled to vote at the Meeting; and (iii) a simple majority of the votes cast by the Shareholders present in person or by proxy and entitled to vote at the Meeting, excluding the votes cast in respect of Shares beneficially owned or over which control or direction is exercised by any persons whose vote must be excluded in accordance with Multilateral Instrument 61‑101 – Protection of Minority Security Holders in Special Transactions .

In addition, the Supreme Court of British Columbia (the " Court ") must approve the Arrangement as a condition to its effectiveness. Among other things, the Court's final order will include a determination, after considering the substantive and procedural aspects of the transaction, that the Arrangement is in the best interests of the Company and is fair to Securityholders.

Benefits of the Arrangement to Lumina Shareholders

  • Immediate and significant premium of approximately 71% and 41% to the 20-day volume weighted average trading price and the closing price of the Shares, respectively.
  • All-cash offer that is not subject to a financing condition, providing certainty of value and immediate liquidity.
  • Highly credible and capable counterparty with track record of successful M&A.
  • Concurrent interim financing for Lumina of US$20 million to fund ongoing needs at the Cangrejos project.
  • Removes future dilution, commodity and execution risk.
  • RBC Capital Markets Inc. provided a fairness opinion to the Lumina Board, stating that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be received by Shareholders under the Transaction is fair, from a financial point of view, to such Shareholders.

Your vote is important. The Meeting Materials provide a description of the Arrangement and include certain additional information to assist Securityholders in considering how to vote on the Arrangement. You are urged to read this information carefully and, if you require assistance, to consult your tax, financial, legal or other professional advisors.

Included in the Meeting Materials are several documents requiring your attention.

If you are a registered Shareholder and are unable to attend the Meeting in person, please date and execute the form of proxy included in the Meeting Materials and deposit it with Computershare Investor Services Inc., Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, Canada , M5J 2Y1 before 10:00 a.m. ( Vancouver time) on June 12, 2025 .

If you are a non-registered Shareholder and receive the Meeting Materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary. If you are a non-registered Shareholder and do not complete and return the materials in accordance with such instructions, you may lose the right to vote at the Meeting.

The Arrangement is expected to close in late June 2025 , subject to a number of terms and conditions, including without limitation the following: (a) approval of the Securityholders as set out above and in the Meeting Materials; (b) final acceptance by the TSX Venture Exchange; (c) approval of the Court; (d) there being no material adverse changes in respect of Lumina; and (e) other standard conditions of closing for a transaction of this nature. There can be no assurance that all of the necessary approvals will be obtained or that all conditions of closing will be satisfied.

About Lumina Gold

Lumina Gold Corp. (TSXV: LUM) is a Vancouver, Canada based exploration company focused on the Cangrejos project located in El Oro Province, southwest Ecuador . In 2023, the Company completed a Pre-Feasibility Study for the Project, which is the largest primary gold deposit in Ecuador . Lumina has an experienced management team with a successful track record of advancing and monetizing exploration projects.

Follow us on: Twitter , LinkedIn or Facebook .

Further details are available on the Company's website at https://luminagold.com . To receive future news releases please sign up at https://luminagold.com/contact .

Lumina Gold Corp.

Signed: "Marshall Koval"

Marshall Koval , President & CEO, Director

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Cautionary Note Regarding Forward-Looking Information

Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the terms and conditions of the Arrangement, including receipt of regulatory, Court and Securityholder approval; and the closing of the Arrangement. Often, but not always, forward-looking statements or information can be identified by the use of words such as "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.

Although management of the Company believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks relating to the receipt of all requisite approvals for the Arrangement, including the approval of the Purchaser and AcquireCo, the Securityholders and any necessary regulatory and Court approvals; and other risk factors as detailed from time to time.

Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law. The statements in this news release are made as of the date of this release.

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SOURCE Lumina Gold Corp.

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Lumina Gold Announces US$10.2 million Wheaton Precious Metals Draw and Amendment to the PMPA

Lumina Gold Announces US$10.2 million Wheaton Precious Metals Draw and Amendment to the PMPA

Lumina Gold Corp. (TSXV: LUM) (OTCQB: LMGDF) (the "Company" or "Lumina") is pleased to announce that under the previously announced US$300 million precious metals purchase agreement (the "PMPA") with Wheaton Precious Metals International Ltd., a wholly owned subsidiary of Wheaton Precious Metals Corp. ("Wheaton"), the Company has drawn an additional installment of US$10.2 million . The draw consisted of two tranches, US$9 million which was due twelve months after the initial draw in May 2023 and US$1.2 million related to specific pre-construction acquisition transactions.

Lumina Gold Corp. Logo (CNW Group/Lumina Gold Corp.)

The PMPA has been amended to modify the US$15 million that was due in May 2024 to US$9 million payable immediately and the remaining US$6 million payable on December 2, 2024 . This amendment was made because Lumina has not yet finalized terms for the exploitation contract with the Government of Ecuador , which was a condition for the US$15 million being received. The December 2, 2024 payment is conditional on the finalization of the exploitation contract term sheet between Lumina and the Government of Ecuador .

Lumina Gold Corp. (TSXV: LUM) is a Vancouver, Canada based precious and base metals exploration and development company focused on the Cangrejos Gold-Copper Project located in El Oro Province, southwest Ecuador . In 2023, the Company completed a Pre-Feasibility Study for Cangrejos, which is the largest primary gold deposit in Ecuador . Lumina has an experienced management team with a successful track record of advancing and monetizing exploration projects.

Follow us on: Twitter , Linkedin or Facebook .

Further details are available on the Company's website at https://luminagold.com/ . To receive future news releases please sign up at https://luminagold.com/contact .

Lumina Gold Corp.

Signed: "Marshall Koval"

Marshall Koval , President & CEO, Director

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Cautionary Note Regarding Forward-Looking Information

Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the Company's ability to finalize the exploitation contract terms with the Government of Ecuador before December 2, 2024 . Often, but not always, forward-looking statements or information can be identified by the use of words such as "will" or "projected" or variations of those words or statements that certain actions, events or results "will", "could", "are proposed to", "are planned to", "are expected to" or "are anticipated to" be taken, occur or be achieved.

With respect to forward-looking statements and information contained herein, the Company has made numerous assumptions including among other things, assumptions about: the Company's ability to meet its obligations under the PMPA; general business and economic conditions; the prices of gold and copper; and anticipated costs and expenditures. The foregoing list of assumptions is not exhaustive.

Although management of the Company believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks associated with the business of the Company; business and economic conditions in the mining industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks relating to inaccurate geological and engineering assumptions (including with respect to the tonnage, grade and recoverability of reserves and resources); risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters); risks relating to adverse weather conditions; political risk and social unrest; changes in general economic conditions or conditions in the financial markets; and other risk factors as detailed from time to time in the Company's continuous disclosure documents filed with Canadian securities administrators. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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SOURCE Lumina Gold Corp.

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Lumina Gold Corp. Presents in Red Cloud's Virtual Webinar Series

Lumina Gold Corp. Presents in Red Cloud's Virtual Webinar Series

Lumina Gold Corp. (TSXV: LUM) is pleased to announce that the company is presenting a live virtual corporate update hosted by Red Cloud Financial Services on May 22nd, 2024 at 2:00pm ET.

We invite our shareholders, and all interested parties to register for the webinar and participate in the live Q&A session at the end of the presentation moderated by Red Cloud.

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Lumina Gold

Lumina Gold Appoints Feasibility Study Consultants

Lumina Gold Corp. (TSXV: LUM) (OTCQB: LMGDF) ("Lumina" or the "Company") is pleased to announce that it has appointed Ausenco Engineering Canada ULC ("Ausenco") to lead the Feasibility Study on its Cangrejos Gold-Copper Project ("Cangrejos" or the "Project") in southwest Ecuador . Lumina is expecting the Feasibility Study to be completed in H1 2025. Along with Ausenco, Lumina has appointed a full team of consultants to support the completion of the Feasibility Study. Key consultants and responsibilities are listed below in Table 1.

Table 1: Appointed Consultants

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Lumina Gold Engages a Market Maker

Lumina Gold Engages a Market Maker

Lumina Gold Corp. (TSXV: LUM) (OTCQB: LMGDF) (the "Company" or "Lumina") announces that it has engaged Integral Wealth Securities Limited ("Integral") to provide services as a market maker in compliance with the policies and guidelines of the TSX Venture Exchange and other applicable legislation. Under the agreement, Integral will receive a fee of C$6,000 plus applicable taxes per month. The initial term of the agreement is three (3) months from the date of execution with an option to renew.

Lumina Gold Corp. (TSXV: LUM) is a Vancouver, Canada based precious and base metals exploration and development company focused on the Cangrejos Gold-Copper Project located in El Oro Province, southwest Ecuador . In 2023, the Company completed a Pre-Feasibility Study for Cangrejos, which is the largest primary gold deposit in Ecuador . Lumina has an experienced management team with a successful track record of advancing and monetizing exploration projects.

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Lumina Gold

Lumina Gold Announces Results from 19,000 metre Drill Program at Cangrejos; Including 85 metres Grading 2.42 g/t Gold Equivalent from Surface and Open to Depth

Highlights from 7,800 metre diamond hole (35-151 metres) Resource Conversion Drill Program:

  • Hole C23-265: 2.47 g/t gold equivalent over 85 metres from surface to end of hole.
  • Hole C23-302: 1.75 g/t gold equivalent over 113 metres from 2 metres to end of hole.
  • Hole C23-317: 1.86 g/t gold equivalent over 96 metres from surface to end of hole.
  • Highest gold assay ever on the project in hole C23-253, 2 metres from 40 to 42 metres grading 580 g/t Au.

Lumina Gold Corp. (TSXV: LUM) (OTCQX: LMGDF) (the "Company" or "Lumina") is pleased to announce results from the 2023 Phase 1 mining resource conversion drilling campaign in support of the ongoing Feasibility Study ("FS") at its Cangrejos Project (the "Project") in Ecuador . Resource drilling comprised part of a larger drill campaign at the Cangrejos and Gran Bestia deposits which also included, metallurgical samples and geotechnical holes with subsequent hydrogeological testing in support of pit slope design. The 2023 drill program at the Project is summarized below in Table 1.

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FPX Nickel Provides Update on Affiliate Company CO2 Lock Corp.

FPX Nickel Provides Update on Affiliate Company CO2 Lock Corp.

 FPX Nickel Corp. (TSX-V: FPX) (OTCQB: FPOCF) (" FPX " or the " Company ") is pleased to provide an update on the activities of its affiliate company, CO2 Lock Corp. (" CO2 Lock ").

FPX Nickel logo (CNW Group/FPX Nickel Corp.)

Background

In 2022, FPX announced the formation of CO2 Lock as a self-funding subsidiary to pursue geoscience-related carbon capture and storage (" CCS ") opportunities via permanent mineralization of carbon dioxide. FPX retains 100% of the carbon credits associated with CCS on FPX's own properties, and can use any intellectual property developed by CO2 Lock for the benefit of FPX's own properties.

Since its inception, CO2 Lock has completed multiple field programs at its flagship SAM site in central British Columbia , including a successful CCS field program in 2023, which included drilling an exploration well. This achievement marked a significant milestone in the development of CO2 Lock's innovative in-situ CO 2 mineralization technology.

Commercial Updates

In recent months, CO2 Lock has achieved several commercial milestones, including the signing of preliminary agreements with key counterparties in the CCS value chain as follows:

  • Letter of Intent with Cielo Carbon Solutions (" Cielo ") and Carbon Quest outlining the framework for capturing and sequestering 100,000 tonnes of CO 2 per year, scaling up to a target of 1 million tonnes per year. This strategic relationship combines Cielo and Carbon Quest's point-source carbon capture solution with CO2 Lock's storage solution to create an end-to-end value chain from industrial emitters to the permanent storage of carbon dioxide.

  • Memorandum of Understanding with Ionada Carbon Solutions LLC (" Ionada ") to pursue a variety of commercial arrangements relating to the capture and storage of carbon dioxide and the related sale of carbon credits into the commercial market. The collaboration will integrate Ionada's proprietary carbon capture technology with CO2 Lock's permanent mineralization storage solutions, creating end-to-end carbon capture storage systems that are cost-effective and scalable.

  • Letter of Intent with a leading carbon marketplace platform (the " Platform "), under which the Platform will purchase up to 33% of the carbon credits generated annually from CO2 Lock's flagship SAM carbon sequestration site, representing the potential for over 300,000 verified carbon credits (tonnes) per year.

Following the successful field program in 2023, CO2 Lock has submitted an application for a carbon capture and storage exploratory reservoir license with British Columbia's Ministry of Energy and Climate Solutions. Receipt of this license would provide CO2 Lock with the regulatory approval to advance the project towards commercial operations at the SAM project.

CO2 Lock Financing and Restructuring

CO2 Lock recently completed the final $600,000 tranche of its latest funding round, which raised a cumulative total of $1.7 million through a Simple Agreement for Future Equity (" SAFE ") from third-party investors. Since its inception, CO2 Lock has raised a total of approximately $3.4 million from third-party investors.

In connection with the closing of the SAFE round, FPX and CO2 Lock have agreed to a restructuring of CO2 Lock's capital structure such that FPX's undiluted ownership interest in CO2 Lock has been reduced from approximately 88% (prior to the SAFE round) to 30% (on conclusion of the SAFE round). This restructuring better positions CO2 Lock to seek additional funding from third party investors going forward, while ensuring that FPX retains a meaningful ownership interest in CO2 Lock and enduring rights to utilize CO2 Lock's intellectual property for the benefit of FPX's own properties.

About FPX Nickel Corp.

FPX Nickel Corp.  is focused on the exploration and development of the Baptiste Nickel Project, located in central British Columbia , and other occurrences of the same unique style of naturally occurring nickel-iron alloy mineralization known as awaruite.  For more information, please view the Company's website at https://fpxnickel.com/ or contact Martin Turenne , President and CEO, at (604) 681-8600 or ceo@fpxnickel.com .

On behalf of FPX Nickel Corp.

"Martin Turenne"
Martin Turenne , President, CEO and Director

Forward-Looking Statements

Certain of the statements made and information contained herein is considered "forward-looking information" within the meaning of applicable Canadian securities laws. These statements address future events and conditions and so involve inherent risks and uncertainties, as disclosed in the Company's periodic filings with Canadian securities regulators. Actual results could differ from those currently projected. The Company does not assume the obligation to update any forward-looking statement.

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

SOURCE FPX Nickel Corp.

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Precious Metals & Critical Minerals Hybrid Investor Conference Agenda Announced for May 22nd

Precious Metals & Critical Minerals Hybrid Investor Conference Agenda Announced for May 22nd

Virtual Investor Conferences, the leading proprietary investor conference series, today announced the agenda for the Precious Metals & Critical Minerals Hybrid Virtual Investor Conference. Individual investors, institutional investors, advisors, and analysts are invited to attend.

This in-person and virtual event will showcase live company presentations and interactive discussions featuring Precious Metals and Critical Minerals including Gold, Silver, Antimony, Copper, Lithium, Nickel, PGM, Rare Earth Elements, Uranium and Vanadium.   Company executives and industry experts will present live from the OTC Markets Group headquarters at 300 Vesey Street in New York City. All presentations will be broadcast to the Virtual Investor Conferences community. For those who are interested in attending, there are two ways to register:

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